Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Indofood Agri Resources Ltd. 52 CORPORATE GOVERNANCE Conduct of the AGMs The shareholders are encouraged to actively participate at the AGM. Notice of the AGM and related information are provided to the shareholders within the prescribed timeline under the SGX-ST Listing Manual. The Company provides separate resolutions for every item in the AGM agenda, and where necessary, additional explanatory notes for each agenda item. The Company’s forthcoming AGM will be held in person in April 2025. During the AGM, the CEO will present the Company’s performance and strategies, and the Board members and Management will be present to address queries from the shareholders. The external auditor will also attend the AGM to take questions on the audit report. All shareholders are entitled to attend and vote at the AGM either in person or through a proxy. Each shareholder may appoint up to two proxies by submitting the proxy forms to the Company in advance. Intermediaries, such as banks and capital markets services licence holders providing custodial services, may appoint more than two proxies. This allows indirect investors, such as CPF investors, to attend the AGM as proxies. While Provision 11.4 of the 2018 Code enables a company’s constitution to allow for absentia voting at general meetings of shareholders, the Company’s constitution currently does not include provisions for voting in absentia (such as voting via mail, email or fax). This is due to concerns related to the authentication of shareholder identity and other security and integrity issues. As such, the Company has decided not to implement voting in absentia for the time being. All resolutions at the AGM will be passed by poll voting in support of greater transparency and to allow for a more efficient voting process. An electronic poll voting system will be used to register the number of votes by the shareholders present at the AGM. An external party will be engaged as scrutineer to ensure the integrity of the poll voting process. The result of each poll, including the number and percentage of votes cast in favour or against the resolution, will be immediately computed and presented to the shareholders. The poll voting and proxy voting results will be announced on SGXNet on the same day as the AGM. The Company provides for separate resolutions at AGMs on each distinct issue. In the event that resolutions are to be bundled, the Company will explain the reasons and material complications in the notice of general meeting. Detailed information on each resolution in the AGM agenda is in the explanatory notes to the AGM Notice in the Annual Report. The Company Secretary prepares the minutes of the AGM, which capture the substantial and relevant comments or queries (if any) from the meeting attendees relating to the agendas of the AGM and responses from the Board and Management. These minutes will be made available on the Company’s IR website and SGXNet, within one month from the date of the AGM. Dealings in The Company’s Securities In compliance with Rule 1207(19) of the SGX-ST Listing Manual, the Group has adopted an Internal Code with regards to dealings in the securities of the Company by its officers. Among other restrictions, the Company’s officers are prohibited from dealing in the Company’s securities on short-term considerations when they have possession of any unpublished, price-sensitive information about the Company’s securities and during the period commencing one month before the announcement of the Group’s half-year and full-year financial results. The Group issues reminders to its Directors, officers and relevant employees on the restrictions in dealing in the listed securities of the Group during the period commencing one month before the announcement of the Group’s half-year and full-year financial results. Apart from foregoing, the Directors and employees are reminded and expected to observe the insider trading laws at all times, even when dealing in securities outside the prohibited trading periods, and to refrain from short-term dealings in the Company’s securities.
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